EXHIBIT 2.3
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") made this date by and
between 13:30 JOINT VENTURE, a Texas Joint Venture ("13:30") and INTEGRATED
PERFORMANCE BUSINESS SERVICES CORP., a Nevada corporation ("Purchaser").
13:30 desires to sell and Purchaser desires to purchase all of the
issued and outstanding capital stock of POWER DEVELOPMENT INC., a Texas
corporation, (PDI) on the terms and conditions set forth in this Agreement.
In consideration of the mutual promises of the parties; in reliance on
the representations, warranties, covenants, and conditions contained in this
Agreement; and for other good and valuable consideration, the parties agree
as follows:
ARTICLE 1: SALE
1.01 Sale of Stock. 13:30 agrees to sell, convey, transfer, assign, and
deliver to Purchaser all of the issued and outstanding capital stock of PDI
and Purchaser agrees to purchase such stock (the "Stock").
1.02 Consideration. Terms of Sale. In consideration of the sale and
transfer of the Stock and the representations, warranties, and covenants
of 13:30 set forth in this Agreement, Purchaser shall pay to 13:30 a total
purchase price of $5,851,000 payable by delivery of Purchaser's Notes for
$5,851,000 as described in Article 1.03 ("Purchaser's Notes").
1.03 Purchaser's Notes Terms. There shall be two Purchaser's Notes with
terms as follows:
(a) The First Note ("First Note") shall be in the amount of
$2,603,000, payable without interest in sixty equal installments
of $43,383.33 beginning January 1, 2004. The First Note shall be
secured by assignment of proceeds of that certain PDI note
receivable in the amount of $2,603,000 ("PDI Note").
(b) The Second Note ("Second Note") shall be in the amount of
$3,248,000, payable without interest five years after closing. The
Second Note shall be secured by a lien on all of the assets of PDI
except for the PDI Note. The lien shall be released on assets sold
or collected upon payment in cash of eighty-eight percent (88%) of
the net sales proceeds or collections with respect to such assets.
1.04 13:30 agrees to cooperate with Purchaser's auditors, provided that
Purchaser reimburses 13:30 reasonable costs of producing information to
Purchaser's auditors;
1.05 Closing. The "Closing Date" of this transaction shall be on or before
120 days after September 1, 2003.
ARTICLE 2: SELLER'S REPRESENTATIONS AND WARRANTIES
13:30 hereby represents and warrants to Purchaser that the following
facts and circumstances are true and correct as of the date of this
Agreement:
2.01 Organization. PDI is a corporation duly organized, validly existing,
and in good standing under the laws of Texas, qualified to do business in
all jurisdictions in which it does business and has all requisite power and
authority (corporate and, when applicable, government) to own, operate, and
carry on its business as now being conducted.
2.02 Ownership. 13:30 is the sole owner of PDI with full right to sell or
dispose of it as it may choose.
2.03 Authority. 13:30 has full power and authority to execute, deliver, and
consummate this Agreement, subject to the conditions to Closing set forth in
this Agreement.
2.04 Full Disclosure. No representation, warranty, or covenant made to
Purchaser in this Agreement nor any document, certificate, exhibit, or other
information given or delivered to Purchaser pursuant to this Agreement
contains or will contain any untrue statement of a material fact, or omits
or will omit a material fact necessary to make the statements contained in
this Agreement or the matters disclosed in the related documents,
certificates, information, or exhibits not misleading.
2.05 Broker. Neither 13:30, nor any of its officers, directors, employees,
or stockholders, has retained, consented to, or authorized any broker,
investment banker, or third party to act on its behalf, directly or
indirectly, as a broker or finder in connection with the transactions
contemplated by this Agreement.
ARTICLE 3: PURCHASER'S REPRESENTATIONS AND WARRANTIES
Purchaser represents and warrants to 13:30 that:
3.01 Authority. Purchaser has full power and authority to execute, deliver,
and consummate this Agreement subject to the conditions to Closing set forth
in this Agreement. All corporate acts, reports, and returns required to be
filed by Purchaser with any government or regulatory agency with respect to
this transaction have been or will be properly filed prior to the date of
this Agreement. No provisions exist in any contract, document, or other
instrument to which Purchaser is a party or by which Purchaser is bound that
would be violated by consummation of the transactions contemplated by this
Agreement.
3.02 Organization and Standing of Purchaser. Purchaser is a corporation
duly organized, validly existing, and in good standing under the laws of
the state of Nevada, with corporate power to own property and carry on its
business as it is now being conducted.
ARTICLE 4: CONDITIONS TO PURCHASER'S OBLIGATION TO CLOSE
The obligation of Purchaser to Close under this Agreement is subject
to each of the following conditions (any one of which may, at the option of
Purchaser, be waived in writing by Purchaser) existing on the date of this
Agreement, or such earlier date as the context may require.
4.01 Representations and Warranties. Each of the representations and
warranties of 13:30 in this Agreement and all other information delivered
under this Agreement shall be true in all material respects as of the date
of this Agreement.
4.02 Compliance With Conditions. 13:30 shall have complied with and
performed all agreements, covenants, and conditions in this Agreement
required to be performed and complied with. All requisite action (corporate
and other) in order to consummate this Agreement shall have been properly
taken by 13:30 .
4.03 Suit or Proceeding. No suit or proceeding, legal or administrative,
relating to any of the transactions contemplated by this Agreement shall
have been overtly threatened or commenced that, in the sole discretion of
Purchaser and its counsel, would make it inadvisable for Purchaser to Close
this transaction.
4.04 Government Approvals and Filings. All necessary government approvals
and filings regarding this transaction, if any, shall have been received or
made prior to the date of this Agreement in substantially the form applied
for to the reasonable satisfaction of Purchaser and its counsel. Any
applicable waiting period for the approvals and filings shall have expired.
4.05 Corporate and Stockholder Action. All corporate and stockholder action
necessary to consummate the transactions contemplated in this Agreement
shall have been properly taken by 13:30 .
ARTICLE 5: CONDITIONS TO SELLER'S OBLIGATION TO CLOSE
The obligation of 13:30 to Close under this Agreement is subject to
each of the following conditions (any one of which at the option of 13:30
may be waived in writing by 13:30) existing on the date of this Agreement.
5.01 Corporate Action. Purchaser shall have taken appropriate corporate
action regarding this transaction, which shall be evidenced by resolutions
of its board of directors and certified by Purchaser's corporate secretary,
authorizing Purchaser to enter into and complete this transaction.
ARTICLE 6: PARTIES' OBLIGATIONS AT THE CLOSING
6.01 13:30 's Obligations at the Closing. At the Closing, 13:30 shall
deliver or cause to be delivered to Purchaser instruments of assignment
and transfer of all of the issued and outstanding capital stock of PDI
to Purchaser. Simultaneously with the consummation of the transfer, 13:30
shall put Purchaser in full possession and enjoyment of all properties and
assets of PDI.
13:30, at any time before or after the date of this Agreement,
shall execute, acknowledge, and deliver to Purchaser any further deeds,
assignments, conveyances, other assurances, documents, and instruments
of transfer reasonably requested by Purchaser. 13:30 shall also take
any other action consistent with the terms of this Agreement that may
be reasonably requested by Purchaser for the purpose of assigning,
transferring, granting, conveying, and confirming to Purchaser or reducing
to possession any or all property and assets to be conveyed and transferred
by this Agreement.
6.02 Purchaser's Obligation at Closing. At the Closing, Purchaser shall pay
the purchase price, against delivery of the items specified in Paragraph
6.01, above.
ARTICLE 7: GENERAL PROVISIONS
7.01 Survival of Representations, Warranties, and Covenants. The
representations, warranties, covenants, and agreements of the parties
contained in this Agreement or contained in any writing delivered pursuant
to this Agreement shall survive the date of this Agreement for the period of
time set forth in this Agreement.
7.02 Notices . All notices or other communications hereunder must be
given in writing and either (i) delivered in person, (ii) transmitted by
facsimile telecommunication, provided that any notice so given is also
mailed as provided for herein, (iii) delivered by Federal Express or similar
commercial delivery service, or (iv) mailed by certified mail, postage
prepaid, return receipt requested, as follows:
If to 13:30 : 000 Xxxxxxxx Xxx
Xxxxxx, XX 00000
Facsimile number: 540/661-0049
If to Purchaser: 00000 Xxxxx Xxxxxx Xxxxxxx, Xxxxx 0000,
Xxxxxx, Xxxxx 00000
Facsimile number (000) 000-0000.
or to such other address or facsimile number as 13:30 or the Purchaser
shall have designated to the other by like notice. Each such notice
or other communication shall be effective (i) if given by facsimile
telecommunication, when transmitted, (ii) if given by mail, five (5)
business days after such communication is deposited in the mail and
addressed as aforesaid, (iii) if given by Federal Express or similar
commercial delivery service, one (1) business day after such communication
is deposited with such service and addressed as aforesaid, and (iv) if
given by any other means, when actually delivered at such address.
7.03 Assignment of Agreement. This Agreement shall be binding on and
inure to the benefit of the parties to this Agreement and their respective
successors and permitted assigns. This Agreement may not be assigned by
13:30 without the written consent of all parties and any attempt to make
an assignment without consent is void.
7.02 Governing Law. This Agreement shall be construed and governed by the
laws of the state of Texas.
7.05 Amendments; Waiver. This Agreement may be amended only in writing by
the mutual consent of all of the parties, evidenced by all necessary and
proper corporate authority. No waiver of any provision of this Agreement
shall arise from any action or inaction of any party, except an instrument
in writing expressly waiving the provision executed by the party entitled
to the benefit of the provision.
7.06 Entire Agreement. This Agreement, together with any documents and
exhibits given or delivered pursuant to this Agreement, constitutes the
entire agreement between the parties to this Agreement on the subject matter
of this Agreement. No party shall be bound by any communications between
them on the subject matter of this Agreement unless the communication is (a)
in writing, (b) bears a date contemporaneous with or subsequent to the date
of this Agreement, and (c) is agreed to by all parties to this Agreement.
On execution of this Agreement, all prior agreements or understandings
between the parties on the subject matter of this Agreement shall be null
and void.
Signed as of September 1, 2003.
13:30 : 13:30 Joint Venture
By: ____________________________________
Xxxxxx X. Xxxx, President of Manager
Purchaser: Integrated Performance Business Services Corp.
By: ______________________________
D. Xxxxxx Xxxxx, President
